Non-Disclosure Agreement

1. Purpose

The Disclosing Party wishes to share confidential information regarding its upcoming product launch, including marketing strategy, brand assets, and client data, for the purpose of engaging the Receiving Party as a freelance marketing consultant.

2. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" means any and all non-public information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by any other means, including but not limited to: business plans, financial information, technical data, trade secrets, know-how, inventions, processes, techniques, algorithms, software programs, customer lists, and marketing strategies.

3. Obligations of the Receiving Party

The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose any Confidential Information to any third parties without prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the purpose described in this Agreement; and (d) protect the Confidential Information using the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

4. Exclusions from Confidential Information

The obligations of confidentiality shall not apply to information that:

• Information that is publicly available at the time of disclosure.
• Information that becomes publicly known through no fault of the Receiving Party.
• Information that the Receiving Party can demonstrate was already in their possession prior to disclosure.

5. Term

The obligations of confidentiality under this Agreement shall remain in effect for a period of 2 years from the Effective Date, unless earlier terminated by mutual written agreement of the parties.

6. Remedies

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party. In the event of a breach, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.

8. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.